Gwen Stacy: As Yet Untitled
by Multiverse-0f-Fantasy
Summary: Gwen Stacy's identity has been revealed. She is SpiderWoman, now going by Ghost-Spider. She has a symbiote costume that can respond to her thoughts and commands. She's a superhero. So here's an anthology series of Gwen Stacy reaping the rewards of being the best of Earth-65. Expect guest appearances from some of your favorite characters from across the multiverse.
1. Peeping Gwen

A few hours from now Gwen Stacy will look back at this moment and hate herself.

It was seven in the evening, the sun had set, New York was bathed in neon lights. The famous Spider Woman, now going by Ghost Spider, has had a successful patrol stopping two muggers, a runaway car-jacker and the bodega bandit within the last hour. A productive day of heroics. And what was she doing now? Breaking the law.

Well, technically she wasn't actually breaking any laws but she should definitely be locked up for what she's actually doing. Possibly in a mental institution. _How crazy and horny must I be?_ That was the question she kept asking herself as she continued to stare into the window on the fifth floor of the apartment building she was currently hanging from. She was upside down hanging from a web, her feet together in that classic spider pose she'd discovered every Spider-Man and woman does. She did it without thinking, her subconscious sending her hands and arms through the motions. Web shot, lowered into position, eyes looking through the parted curtains into the dimly lit bedroom. The only bright side was Gwen was obscured from street view because the window overlooked the alley. All she had to hope was the neighbor behind her didn't have reason to look out their window.

She couldn't feasibly explain how she came to be in this situation. She was swinging by on her way home when her spider sense went off. Or rather she _thought_ it had. She landed on a nearby ledge and heard someone screaming from the apartment. Afraid someone was in trouble she hopped down onto her web and lowered into position to scope the situation. Rather than an intruder breaking in or a domestic getting out of had she found herself looking into the bedroom and witnessing a young couple having sex on the bed. But this wasn't just ordinary sex, these two were completely naked and getting really experimental, swapping positions and using toys. Clearly they intended to make a night of it. And they were both very attractive people in Gwen's opinion. It was clear she'd made an embarrassing mistake and should just swing on.

But instead she stayed and watched.

It got even worse when she started touching herself.

_I must be insane_ Gwen's mind screamed as her free hand drew a line up the front of her costume, starting at her neck and traveling along her stomach to her crotch. The symbiotic suit she had adopted followed her silent instruction and opened up like as if unzipped, revealing her small perky breasts and moist loins to the open air. Why had she forgotten to wear underwear? Before Gwen could stop herself she was fondling her tits in sensual circles, pinching her nipples until they were hard and sensitive. Her breath got hot inside her mask, hiding her red embarrassed face. Her eyes stayed glued to the sexy hot couple fucking in the bedroom. She heard the lady behind her lover to make her pregnant. Gwen nearly lost her grip on the webbing.

"Don't cum just yet" she said quietly, both to herself and the man inserting his long penis into the woman's pussy. The sight of his extraordinary manhood man Gwen drool, wishing she could be in there with them. How would she explain it? _Hi, I was just swinging by and saw you through the window. Mind if I join?_ Sounded like a crazy superhero porno movie. She bit her lip holding back a moan as her fingers found her pulsing clit, rubbing her pussy slowly soaking her hand. She quickly glanced around the alley checking that nobody was watching her masturbate to the couple fucking in the apartment. New York knows who Ghost Spider is, so if she get caught they know who to call. _My dad!_

That thought should've been enough to snap her out of this madness and convince her to run home before he got back. Instead in enticed her to plunge two fingers into her sex. "Fuck" she moaned softly, following along to the horny couple as they screamed and begged to finish. The woman was on top of the man riding him like a cowgirl, her big tits flapping in the air. The man's hips thrust rapidly, moving faster and faster. Gwen moved her hand at the same pace, feeling her loins burning for release. She was going to cum. She wanted to cum at the same moment they did. It was going to be close. _Don't make a sound!_

"YES!" The woman in the apartment screamed at the moment of climax. Her head flew back at the same instant the man slammed her hips down upon him, his cock sinking deep into her body filling her womb. He groaned loudly alongside her. They didn't hear Gwen gasp outside their window as she came just after them, her orgasm less chaotic but sending an equally satisfying buzz through her brain.

"Oh yes" Gwen agreed, a loopy grin on her face under the mask as sticky liquid dropped down her front. Her pussy quivered, her soaking fingers smearing the cum over her chest. "Oh, I needed that" Gwen remarked savoring the sweet release. She had to admit it had been a while since she'd let herself have some fun, relieve some sexual tension. Superheroing was stressful work. She needed to relax more.

Either from the thrill of getting away with being a peeping Tom or from the incredible burst of pleasure, Gwen Stacy was thrown completely off guard when her suit suddenly started acting on its own.

As she hung upside down she felt something brush over the cum leaking over her stomach, sending goosebumps across her flesh. But when she looked she discovered it was a slim white tentacle that had grown from her suit and was wiping up the fluid. She almost didn't say anything, still distracted bu the sensual high of her orgasm, but then she felt more slither around her body inside her suit to caress her.

"What they hell!" She suddenly cried out, her brain snapping back into the correct gear to realize how weird this was. Her hand let go of the web and she slipped down the wall before she caught herself, sticking to the wall before she hit the alley below. She inhaled sharply staring down at herself only to find the tentacles gone and the suit had covered herself back up. She exhaled slowly looking around. Nobody had seen her freak out.

_Did I just imagine that or did my suit just try to molest me?_

Thinking about what she thought she saw the symbiote doing to her seemed to set it back off again, several feelers probing underneath her costume nervously. They homed in on a couple of sensitive areas making her gasp in surprise and softly moan in pleasure. _Holy shit my costume is making me horny again. Wait! How is it doing that? And why am I getting turned on by this?_

Gwen couldn't help but enjoy the relaxing sensations, her hands drifting back to her crotch sensing her pussy getting wet again. Then she realized she was still rather exposed so decided to push that horny teenager part of her brain back until she got back to her house. She leapt out of the alley and swung home as fast as her powers let her, the only hinder acne being the symbiote suit still molesting her along the way.

She slipped into her bed room and immediately called out for her dad. She hoped he was still working late and the lack of response seemed to confirm it. Not taking any chances she locked her door and bolted the window. Her dad knew she was ghost spider but the last thing she wanted was for him to walk in on her right now. Best case scenario he could catch her masturbating under the bed covers like last time (and embarrassing moment for them both). Worse case…she wasn't even sure what worse case might be.

"Okay…er, costume" Gwen said hesitantly pulling her hood down and yanking off her mask. She knew the suit was alive but still fell into the habit of treating it like her old costume. The mask melted into her outfit so she assumed no harm no foul. She stood awkwardly in the middle of her bedroom, music posters lining the walls, switching on a desk lamp after hurriedly closing the curtains. "You seem to have quite the reaction when I get horny. Is this a conscious thing I'm getting you to do or are you suddenly developing sentience. If so, are you trying to mate with me like some…alien being…" she realized that train of through was more terrifying so settled to focus on the other theory. "If I'm still controlling you, them I'm the one asking you to touch me in all these places. So… first make sure I am in control."

Standing still Gwen closed her eyes and willed the costume to retract and morph into her street clothes. They obeyed. Then she told it to change to her pajamas, which it did. Finally she had it retract all together leaving her completely naked. The suit peeled away soaking into her skin, leaving her petite teenage body on full display. "Good" she nodded satisfied.

She sat down onto the bed and thought about why it might have acted up. _If I am still in control then I must've subconsciously willed the suit to touch me. And now I'm all horny and going to have to masturbate anyway. What if I could get it to go further?_ Gwen hadn't considered the implications of using her symbiote to get herself off. Would it hurt? Could it have disastrous consequences? She really should consult someone smarter than her. Track down doctor Brock or ask reed Richards. _Or I could just fuck myself and see what happens._

Gwen was so horny she decided to throw caution to the wind and see where the night took her. Leaning back against some pillows she got to work fingering herself, rubbing her sensitive clit and immediately pushing two slick fingers into her core. Her other hand began massaging her right boob and tweaking her nipple, making her break out in goosebumps. After a couple of minutes she was starting to sweat as her body rose in temperature, by which point by some unconscious trigger her costume began to reform around her. She looked down to find the suit crawling up her thighs and down her arms, felt it slithering over her back but not taking the form of her spider suit. Instead it was just a white and black mass covering her skin stretching feelers out to snake closer to the more pleasurable parts of her body. She didn't try to stop them this time. She wanted to see what her suit might do to her.

That proved to be an adventurous and exhilarating experience and soft tendrils coiled around her body to caress her tenderly, each stroke making her hum gently. Small feelers looped around her wrist to toy with her clit leaving her room to thrust into her vagina further, adding two more fingers to the hungry opening. Another tentacle circled her left breast mirroring her right hands motions on its twin, squeezing her mound and coiling around the erect nipple until she giggled. Hoping she still had some control Gwen looked at the playful tendril and willed it to crow a mouth and suck her tit like a baby, screaming in joy when it did.

Her back arched off the bed as she felt her walls clench around her hand, the climax catching her by surprise. She rocked against the mattress riding out her orgasm with sweaty satisfaction but refused to remove her hand. She didn't want the pleasure to end. She closed her eyes and moaned more frantically, seeking a second climax just as strong as the first. The suit reacted to her bodies actions and brought forth more tentacles to molest her, stroking her muscles and skin more thoroughly. A tender length circled around her neck to lick her cheek, nuzzling against her face drifting towards her open mouth. She didn't resist as it snaked it's way inside. In fact she welcomed it, wrapping her lips around the tentacle to suck on it like a lollipop. Down below Gwens fingers had slipped out of her pussy dripping with juices, her focus distracted by the white cock in her mouth, leaving room for a sneaky tendril to slither along her palm and into her pussy in their place. Gwen gasped as she was penetrated, her hips swallowing the length driving it deep inside her.

Gwen fell back against the bed staring up at the ceiling taking two tentacle cocks at once. The white tentacle in her throat was slow and gentle letting her savor it with her tongue inside her mouth. The thicker black tendril in her pussy was rougher and harder, pounding her sex sending sparks up her spine. She was enjoying every moment of the experience. She was enjoying it so much her hands were no longer doing much of anything. One hovered over her vagina stroking the tentacle originating from her palm, the other lay on her stomach letting the suit suck her tits free of interference. She felt like she could lay there for hours and let the sentient costume have its way with her. It had been too long with some kind of cock inside her, she was in no hurry to make it leave.

After a short while Gwen felt the familiar urge building in her core, a steady thrum indicating she was on her way to an orgasm. The jolt of excitement made her and the suit double their efforts, eager to bring the night to an explosive climax. She rolled onto her front leaning on her elbows, her small boobs resting below her on the bed still coiled by tentacles milking her tits. She wondered how old she needed to be before her boobs would start producing milk for them to drink. She forgot the answer almost immediately as the tentacle in her pussy was joined by a second growing from the back of her thigh. Her core was stretched around two thick black and white cocks as she released a muffled scream, nearly biting through the length pushing further down her throat effectively fucking her face. She rubbed her clit alongside the pounding tentacles sending waves of pleasure through her body. She was so close. The cherry of the cake came when a fresh slimy tentacles expanded from her tailbone and licked between her rosy cheeks, teasing the virgin rosebud that was just begging to be violated. Gwen sent a mental order for her costume to fuck her in the ass. It was happy to obey.

Now getting pounded in all three holes Gwen felt like little more than an aliens fuck-toy rocking against the bed, her body sweating madly as the symbiote cocks were coated in cum and saliva. She could feel the big moment building, moaning frantically as the suit fucked her faster and harder, alternating its thrusts until she was in a constant state of shivering euphoria. The final thrust came and she lost it. Her mind went white as her senses overloaded with joy and wonder, her holes crushing the tentacles inside her squeezing whatever gift they had to share with her.

For a second she remembered it was just a suit, it wasn't a real living being and so couldn't produce sperm or cum to impregnate her with. She almost felt disappointed until the suit did something rather unexpected. Gwen came tremendously, squirting fluids all over her invading cocks. In turn the lengths absorbed her cum and distributed it throughout the many tentacles fucking her and suddenly fed it back to her just as forcefully. Four different tips ejaculated inside her filling her with her own juices, coating her ass and pussy and throat. Gwens eyes widened in surprised, then glazed over as she drank the sweet gift hungrily. She felt the fluid enter her womb and chuckled at the notion of knocking herself up. _I love this costume_.

The orgasm lasted five minutes, a cycle of cuming and receiving and cuming again until Gwen's body fell still and limp collapsing in a statistic heap. The symbiote retracted leaving the teenage girl empty and naked on the mattress. She swallowed down the last of her cum and saliva before rolling onto her back, wiping her brow with her forearm staring at the ceiling. "Wow. I didn't know it could do that" she said to herself in a sticky mess. She wondered what else it could do that she wasn't aware of yet. Naughty possibilities entered her brain making her loins ache.

_I should look into it tomorrow_, she thought lazily pulling the covers over her body and falling against the pillow. _Now I need to sleep.i just fucking myself is more exhausting that I thought it'd be._ Gwen's eyelids fell closed as she drifted off to sleep, dreaming of many tentacles and many other naughty things for the rest of the night.

_**So this story is as yet untitled but as with the life is strange series I wanted to let the public decide who should get to feature in the next chapter. **_

_**So for the first vote, all these characters are from Gwen's native earth-65. Just making that bit clear. If you have a favorite character you want featuring in this series do let me know and you might find them on a future poll. **_

_**Otherwise enjoy participating in this poll.**_

_**Mary Janes (MJ, Betty, Glory)**_

_**Peter Parker**_

_**Harry Osborn**_

_**Bodega bandit**_


	2. Criminal Rehabilitation

He followed him around the street corner where she cut him off in a closed alley, catching him in a web trapping him on the brick wall. The hot dogs fell to the ground along with pine cone, the little hamster rolling to a stop to look up rather surprised. "Oh come on!" The Bandit complained staring at the ruined food he had only just nabbed from the Dollar Dog. "That's just a waste of good food!"

"I agree" Gwen sighed, her heart breaking paying her last respects to the best hot dogs in the city. She landed gracefully on her feet and walked up to the masked young man. "At least it's wasn't the cash register this time." He averted his eyes which caused her to scowl behind the mask. "Really?"

"I was hungry while I was robbing the place" he shrugged pinned to the wall. "Bad guys need to eat to."

"You are really the worst archenemy ever" she huffed looking around for a dumpster to throw him in.

"Haven't seen you in a while Spider woman" he said idly watching her.

"I do have real crime to fight you know" she replied circling the alley wondering what to to with him. She was getting tired of chasing him every other day. It got so predictable she swung by the dollar dog every evening on her way home just to bust him. "By the way, it's Ghost Spider now."

"Cool rebrand" he nodded appraisingly. "You think I need to change my name? How about…_The Black Panther?_"

"I think you'd be liable for a lawsuit. The law takes copyright very seriously."

"I guess you'd know being the captains dau.." he stopped himself of his own accord.

Gwen glanced back to see him falling silent, raising an eyebrow. It just occurred to her they'd been doing this ever since she got her powers. Then her identity was exposed months ago. Everyone knew who she was. But the Bodega Bandit was one of the few people who kept treating her like she was Spider woman. Not Gwen Stacy, Spider woman. "Why don't you call me by my real name. Everyone else does?"

He looked back at her explaining "just because New York knows who you are shouldn't change how they treat you. I never told you my name. Why would I? To you I'm the Bodega Bandit. That's my identity when I put on the mask. You put on yours and you save people, stop criminals like me. As long as you're still the hero this city needs I don't care what your real name is. I already know who you are."

Gwen stared at him for a long moment, taken aback by his shockingly philosophical stance. "Wow" she muttered. _I think I just found a new level of respect for my nemesis._ After suffering through a silent moment of envisioning this guy as more than an annoying time waster she shook her attention back to basics and asked him "you ever considered just _not_ robbing people?"

"Retire?" He replied flabbergasted. "Why would I do that? I'm at the peak of my career!"

"But I'm getting bored chasing you every night. I have you arrested, they give you a slap on the wrist and let you go and we do this all over again. We are living the definition of insanity. Maybe just take a hiatus for, like, a year?"

"Nice try" he chuckled jutting his chin out. "But it's going to take more than that to make me change my ways. Anyway, where would you be without your arch nemesis to challenge you?"

_First you'd need to be an actual challenge,_ Gwen thought groaning in frustration. "What if I could make you an offer?" She suggested shooting in the wind. "Something I can do for you that'll make you give up crime?"

He raised a curious eyebrow. "Like what?"

She thought about it. What could a deluded self important masked burglar want that she could offer. Something that could make him stop robbing places like the Dollar Dog. _What would any archenemy want? Bragging rights!_

"I could make you the most successful bad guy in the city" she offered.

The bandit burst out laughing. "Really? And how are you going to do that? Help me rob a bank?"

"Don't be stupid" she shook her head. "But you could be the one person who has ever defeated Spider Woman" she offered.

That seemed to catch his attention. "Defeat you?" He glanced up at his webbed hands. "I don't think I have that claim. Let's be honest, I can't out fight you."

"There's more than one way to defeat someone" she replied walking up to the restrained criminal, examining his more closely.

She swayed her hips in a more provocative manner, hoping she wouldn't have to spell it out for him. His eyes were drawn to her waist and chest, his breathing becoming more ragged. His gaze narrowed. "What do you mean?"

"I mean… what if you could be the only criminal to ever get the better of me? One night you use your…vast cunning and overpower me. You turn my own webs against me, rendering me helpless. And then while I'm at your mercy…you have your way with me." She could sense the shift in the young man's demeanor as she learnt forward to whisper in his ear "you could be the man who fucks Spider woman."

"What?" He blinked staring at her. His mouth opened and closed trying to say anything, like a goldfish. It was rather hilarious to witness. Gwen wished she'd thought about this ages ago. It'd have made a brilliant prank. "What are you saying? You want me to…"

She shrugged. "I'm sure you could exaggerate the details. But think of the street cred you'd get. Enough to retire. The Bodega Bandit, the only being to bring Ghost Spider to her knees." She saw the startled and confused look on his face. He thought she was joking, pulling his leg. "Between you and me though… I could take you all day everyday. But lucky for you I've had a long day and really need to unwind. I was just going to chill when I got home but I could be persuaded to take my stress out on a more…robust activity." She sneaked a glance down at his groin, happy to see the signs of a bulge growing.

He kept staring at her in disbelief. "I… I don't know."

He rolled her eyes. "I'm offering to have sex with you dumbass. On the condition you stop robbing people. Deal?"

He finally came to his senses and snapped out of his daze, nodding his head with a nervous grin on his face. "Okay" he breathed tugging on his restraints. "You going to let me out?"

She looked up at the web, thinking "nah. Not yet. First I think I should warm you up." She reached down and swiftly unlatched his trousers, yanking down his boxers until they were bundled around his ankles. She moved so fast the bandit inhaled a sharp breath. She examined his little semi. Not what she was hoping for but will have to do. A thought occurred to her. "Quick question. You have had sex before right?"

"Of course" he snapped defensively.

_He's a terrible liar_, Gwen sighed. _Should prove an experience then_.

She crouched down onto her heels, stroking his slim length pumping him slowly until it was more rigid in her palm. It reached his peak length and Gwen was left rather underwhelmed. She didn't mention it though. She didn't want to hurt the bandits feelings. "Wow, that is a big package" she lied. He seemed to smile at the false compliment. _God help him when his next girlfriend decides to be honest._ Lifting her mask to just above her nose she wrapped her lips around the man's penis, giving him a worthy blowjob for her nemesis.

To his credit he lasted a lot longer than she expected him to. He groaned loudly staring down at her head bobbing on his shaft as she sucked him, using her sticky fingers to toy with his balls until he came down her throat. She swallowed it down without any effort, releasing his dick with a pop before pulling her mask back down. "Did you like that?" She asked politely.

"Oh my god" he muttered in disbelief blinking repeatedly. He was unable to say much more as Gwen continued to stroke his dripping penis hoping to get him hard again. He stared mutely at her as she rose up to her feet looking at him.

"You up for more?" She asked him. Moments later she had a fully erect cock in her hand so she took it as a yes. Reaching down she opened a slit in her costume around the center of her groin, revealing her moist pussy lips. The bandit caught a glimpse of this and gulped, staring at her intently as she climbed up the wall to mount him. "Don't worry" she said calmly. "I'll be gentle."

They both sighed as she sank down onto his length. As expected it wasn't as exciting as she was hoping for but she exaggerated her responses so not to hurt his ego. Using her hands and feet to stick to the brick wall she hopped back and forth on his prick, building a steady rhythm before leaning back slightly resting her hands on his chest. He grunted and moaned watching his cock slide into her pussy, thrusting his hips forward to push deeper and faster. She approved of his enthusiasm but not his length. He could quite reach that special spot she craved.

"Yes, right there" she lied, sitting back so her spine was horizontally level with the ground. The benefits of being a spider hero was you get used to some of the odd shifts in orientation, meaning she didn't feel dizzy or light headed bouncing this way. She once masturbated upside down without any ill effects. She rode the bodega bandit like a cowgirl all the way to completion. Unfortunately it wasn't hers. He came before she did, painting the inside of her vagina walls white.

"That was really hot" he grinned feeling proud of getting to cum inside spider woman.

_That was anything but_, she thought to herself making a show of slumping of his hips and hopping onto her feet. Now her pussy was aching and in need of real attention. When she looked down she saw the bandit's cock was in the process of growing stiff again. She decided to his him another chance to top her off. "You want to do this for real?" She asked him.

"For real?" He asked. "We just had sex."

"No, I fucked you. Now you get to fuck me" she clarified freeing his wrists. He rubbed his hands and watched her turn around and drop to her hands and knees displaying her round butt and dripping pussy. "You can have me right here, right now. Tell everyone who'll listen that you fucked Ghost Spider in a dirty alleyway."

His cock sprung to life. He didn't need anymore convincing. Grinning like an idiot he dived in behind her ass, eagerly slotting his prick into her soaking entrance and began humping her like a horny teenager. "This is what you get for crossing the Bodega Bandit" he said to himself victoriously, his hips slapping her backside as he rammed into her from behind.

"Oh fuck. That feels so good" Gwen cried rocking her hips against him, mewling like a cat in heat encouraging him to fuck her harder. His hands gripped her waistline plunging deeper and faster, fucking her as hard as he could. He seemed to be enjoying himself. She definitely wasn't. _Come on. Harder, _she mumbled willing his dick to grow. She hoped the rougher sex would be enough but she was wrong. All she could do was continue to fake it. She looked up to find Pinecone sitting on a dumpster watching her through his tiny mask tilting his head. _Don't look at me like that. What's a hero supposed to do to? It's not my fault your owner is a massive disappointment._

The two of them rutted in the ally for another ten minutes, the Bandit plowing the super heroine like a cowboy while she desperately fantasized of anybody else. Celebrity crushes, school teachers, even other criminals she'd put away, whoever she thought of as sexy or handsome or huge. _Just let me cum_ she prayed. Alas it was a fruitless endeavor, yet she screamed loudly faking an orgasm as the bandit finished inside her. She whined I'm pained displeasure which he mistook for exhaustion, slapping her ass declaring "I have defeated the great Spider Woman. Sorry, ghost spider. You enjoy that?"

"Yeah. That was amazing" she lied grimacing under her mask. She picked herself off the ground as he pulled up his trousers, her costume knitting back together covering up the serious lack of evidence that she was unsatisfied. She turned back to him and asked expectantly "so, do we have a deal?"

"Sorry?"

"No more life of crime. Retire at the peak of your career having bested me. I don't want to see you robbing another restaurant."

"I promise I'll change my ways" he replied zipping up his trousers. He reached over and picked up pinecone placing him on his shoulder. "But it'd be a shame to like such amazing talent go to waste. Maybe if there was something I could put my energy into other than crime?"

_Oh god, please don't say what I think you're suggesting,_ she cringed. "What did you have in mind?" She regretted asking.

"Make this a regular thing" he grinned. "To keep me on the straight and narrow. Shall we say twice a week?"

She stared at him hiding the scowl under her mask. "Tell me you're not serious!"

"How else am I supposed to fill my time?" He asked.

She sighed. "Once a month."

"A month?" He protested.

"Don't push it! And you don't commit any crime. I catch you breaking the law once and the deal is off, understood!" He thought about it a moment and then nodded offering his hand. She reluctantly shook it before leaping back into the air. "See you next moth then" she muttered in goodbye swinging out into the city in need of a cold shower and a vibrator.

_There is no way I can hold up this deal every month_.

**_for our next vote the contenders are (still in Earth 65):_**

**_Peter Parker_**

**_Harry Osborn_**

**_The Mary Janes_**

**_Captain America_**

**_Choose wisely. this is who Gwen will see next._**


	3. Friends Reunited

It was kind of Harry Osborn to invite the Mary Janes to his family cabin for some R&R while they work on their new songs. MJ, Betty and Gloria were thrilled to get away from the big city for a while, but Gwen was just happy to see her old friend again. After what happened to Peter the two of them just lost touch. Harry left to join the army he revealed after the two reconnected again. Now he was back.

Once everyone got settled in Harry and Gwen went for a walk to catch up, sharing a quiet moment to grieve the death of their close friend Peter Parker. Harry was still cut up about it, believing he could've helped him somehow. He blamed spider woman for his death. Everyone blamed her, even Gwen. The problem was Gwen _was_ spider woman. Harry didn't know this and Gwen couldn't bring herself to explain her part in it. She was just glad to see Harry again.

Which was probably why she suddenly leapt up and kissed him out of the blue. He was taller than her but was still taken by surprise when her arms wrapped around his shoulders and her face crashed into his. She surprised herself with her actions. She was never so spontaneous. She and Harry were never close enough to be romantically involved. But right now she didn't want romance. She just wanted companionship. To forget she was spider woman. Forget everything. Harry must've wanted the same thing because without question or words he took her in his arms and embraced her, returning the kiss.

The two of them made out passionately just exploring each other's mouths with their tongues, their bodies pressed together tightly. Gwens hand stroked the back of his neck and short hair pulling him closer deepening the kiss as she closed her eyes. His hands stayed respectfully at her waist holding her close as she raised to her toes, his fingers interlocking behind her back. A warm and heated desire rose between the pair and their kiss became more desperate, needy, their bodies crushing together seeking more and more of the person they were with. Harry could feel Gwens nipples perk up as they pressed against his chest through the layers of clothing. Gwen could feel his pants tent outwards poking at her stomach. Their breathing got more labored giving way to moans of lust. Animal instincts took over.

The first article of clothing to fall was Harry's jacket as Gwen tore it off his shoulders revealing his biceps to the cold night air. He wore a black T-shirt underneath that wrapped tightly over his muscular chest leaving little to her imagination. She resisted the urge to use her spider strength and rip it apart, instead bringing her hands down to his belt buckle hastily trying to remove it. He had different plans however, grabbing her by the shoulders and spinning her around to pin against the nearest tree. She gasped in shock and them sighed with pleasure when he attacked her neck, kissing her skin gently grazing his teeth over her flesh. She bit her lip to suppress a moan as he sucked on her hard leaving a hickey, all the blood rushing to her core. She physically trembled when his knee brushed up against her crotch, grazing between her legs. The tight jeans she wore perfectly shaped her legs for display, giving Harry something to ogle when he looked down. Besides that she wore plain trainers and a band T-shirt, the sweater she had discarded immediately after taking off Harry's jacket. She looked up at Harry still staring at her hesitantly. She decided to prompt him to act on his desires by letting him watch her open the fly of her jeans, biting her bottom lip suggestively.

He took the sign and ran with it, taking hold of her head and kissing her aggressively. The make out session lasted as long as it took for Gwen to began gasping for breath, his hands working over her body finding many subtle points to exploit for her pleasure. Being in the military taught him all about pressure points, those that can cause pain and those that could drive lovers wild. A lesson Gwen was quickly discovering as she got very hot under the collar beneath his fingertips. Slowly he lowered himself down kissing down the front of her shirt tracing a path between her breasts, down her belly and towards her waistline. Crouching in front of the trembling girl he took hold of her jeans and carefully pried them down over her hips and along her stunningly long legs. She watched him like a hawk as his fingers simultaneously hooked her panties so he could drag them down with him, exposing her young moist sex to the night air making her shiver. He stayed crouched so he could carefully help her out of her trainers and jeans, lifting one foot after the other kissing each in turn. Now standing in just a T-shirt to cover her body Gwen waited for Harry rise up until he was in line with her dripping pussy, nervously biting her nails as his face closed in to inhale her arousal.

Gwens scent was intoxicating as Harry paused in front of her naked bottom half, admiring her sweet little pussy with genuine affection. A part of him wondered why they had never done this in the past. The rest was happy they were doing this now. With a gently touch he ran his fingers across her folds, watching her shiver in response as she gasped. He looked up with a silent gaze, waiting for her to give him permission to continue. She eventually nodded so he leaned in to kiss her on the lips, teasing her briefly before running his tongue along her sex.

The feeling of his mouth wrapping around her clit was electrifying, sending lightning bolts of pleasure through Gwens body as she moaned very loudly. Her legs parted slightly giving him more room to position his head between her thighs, his intense gaze staring up at her as he devoured her twat. She slumped back against the tree throwing her head back, panting for breath while clawing at the bark with her fingernails. She couldn't believe Harry Osborn, her oldest school friend, was so talented with his tongue and eating her pussy. She should've done this sooner, she thought looking down at the top of his head.

He paused in his ministrations, leaving Gwen hanging onto the edge on the verge of bursting, so he could tease her a little longer by running his fingers along her thighs. She whined desperately reaching for his head trying to press him back to her snatch. She had spider strength, she could force him back into place. But she feared that could give her identity away. How could meek little Gwen Stacy be strong enough to manhandle an ex soldier? But the wait was driving her crazy. So crazy she was begging him to let her finish. "Please" she whispered staring down at him pleadingly.

He looked up and found the wide puppy eyes cute on her, stiffening the erection already growing in his pants. He licked his fingers and pressed them against her pussy, inserting two slick digits into her body at the same time his mouth returned to her clit. Gwen's hips jerked forward in response as she released a shrill scream, nearly plastering his face with her juices prematurely. She clung onto his scalp riding his fingers as they pumped back and forth, her lower lips soaking his hand dripping everywhere. He chest heaved with each raspy breath. She couldn't hold it any longer. She cried to warn him but her voice wouldn't work. With a strangled moan her walls clamped around his fingers, erupting in orgasm showering the young man until Gwen had covered him in cum.

She flushed red with embarrassment as Harry dislodged his fingers, rising up to his feet to meet her face to face. Her body trembled on shaky legs as he brought his hand up to lick them clean, making her watch him taste her before taking her into a hungry kiss. She tasted herself on his tongue as she wrapped her arms around him, hanging onto his neck afraid she'd collapse beneath the tree. The make out session lasted only a minute as Gwen immediately decided to finish what she started, pulling Harry's shirt over his head so she could gaze at his toned chest.

His muscles were so pronounced she felt like she could cut her finger on his abs, running her hands over him admiring his build. He caught her chin and lifted her gaze back so they could continue kissing, but her hands dropped to unlatch his jeans. This time he made no effort to stop her as she ripped his zipper down, grabbing his waistband as prying his pants down to his knees. She dropped down to the ground below her wobbly legs could give out, pulling down his boxer shorts to release his massive beast watching it spring in front of her face. She found herself speechless staring at the thick pulsing rod Harry had grown while he was away. Big enough to make Spider Woman blush.

Harry saw the hesitation in her expression, reaching down and stroking her blonde hair asking if she was alright. She snapped out of her daze and nodded, taking hold of him and gently massaging his shaft gulping down her nerves. Throwing caution to the wind she shot forward and wrapped her lips around his tip, eager to return the favor sliding him into her mouth. He grunted as she started sucking his cock, only able to get a third of his length into her mouth and clearly inexperienced in this field. He was patient however, holding the back of her head gently encouraging her as she gave him the blowjob. Her right hand jerked him off while she sucked his tip, licking at him with her tongue while trying to push herself further down his shaft. Her throat bulged managing to reach halfway but she could fit anymore, eventually giving up when he calmly pulled her off him with a pop. She grumbled an apology but he reassured her it was fine, patting her on the head waiting for her to carry on.

The rest of the blow job was less spectacular than she wanted it to be but it was special nonetheless. Because it was Gwen. Harry didn't want it any other way. She sucked his cock until his balls were heavy and swollen, his breath caught in gas he warned her he was about to cum. Gwen gulped worried about how much he might produce, steeling herself as she locked her lips around him willing to take his cum anyway. He fought his impulses but instinctively reached down and grabbed Gwen by the skull slamming her deeper on his penis, making her gag in shock as he pumped his seed into her throat. Gwen struggled to hold it all in drinking his cum one mouthful at a time, swallowing it awkwardly until she managed to push herself away coughing up the white substance leaving her open to take a massive load to her face painting her white.

When he was spent Harry slumped down to his knees in front of her breathing heavily, quietly apologizing for being so rough. She shook her head as she leapt forward planting a messy kiss onto his face, making out with the sexy young man as her sticky blonde hair stuck to their faces. The kiss grew more passionate as their animal instincts took over, hands groping skin and bodies building an irresistible heat between the two lovers. Harry spun around to sat beneath the tree pulling his trousers off while Gwen ripped her T-shirt over her head and quickly removed her bra. Seconds later the pair of them were fumbling over each other in the nude at the foot of the tree making out like animals. Gwens hand roughly jerked off Harry trying to make him hard again while Harry squeezed and caressed her arse and breasts before fingering her pussy. Their moans mixed into a harmonic kiss until the horny couple were ready to take the next step.

Gwen shoved Harry's back against the tree trunk straddling his waist, grinding her hips against his erection coating him with her juices as he stared mesmerized by her body. She felt him throb as she aligned her pussy with his tip, locking his gaze with hers as she slowly slid down his length taking his huge member inside of her. They both moaned as her warm sleeve enveloped him, squeezing him tightly filling her vagina until he was completely stuffed to the brim. His hands flew to her hips groping her ass, molding her soft cheeks as she adjusted to his size. When she was ready he bounced her on his hips, rocking her against him as their lips met.

Gwen clung onto his shoulders tightly as he rocked her world, her snug walls massaging him with each thrust as she rode his dick. He wrapped his arms around her hugging her tightly, snuggling against her chest pleasuring her tits with his tongue. She sighed passionately as he sucked on her nipples, stroking his hair cumming around him. He fucked her through her orgasm and the next, his cock becoming slick with her fluids lubricating her already loosening grip. Her screams and moans filled the air as he thrust up into her, grinding her faster and harder enjoying the way she squirmed, how her toes curled against his thighs, how her back arched with each touch.

"Cum inside me" she gasped in his ear, chewing on his neck as she rocked her hips. She could sense his climax approaching as his movements became more erratic. He hugged her tighter plowing into her, grunting into her shoulder as she panted rapidly. He wanted her to cum one more time. She wanted to join him. They rode each other until they screamed in unison, their shared experience culminating in a creamy finale. Their bodies shook as they collapsed in each other's embrace, shivering with pleasure and relief with cum leaking between them. They sat there slumped under the tree for what felt like forever, basking in the afterglow with affectionate smiles.

After a few minutes Gwen reluctantly climbed off of Harry and fell down beside him, his limp penis falling out of her oozing entrance as they sat side by side heaving heavily. They sat in silence just holding hands, her head resting on his shoulder with her eyes closed. He reached over and wiped a small tear from her cheek, kissing her on the forehead. They didn't need to talk right now. He didn't want to spoil the moment telling Gwen of how he planned to avenge Peter by hunting down Spider woman. She didn't want to ruin everything by telling him she was responsible for Peter's death. They both just sat in silence grateful to have each other, if only for a moment.

_**Okay, the experiment I was running is still ongoing but not as fruitful as I would've hoped. The poll can still be found here but I think we'll all appreciate it if I also brought the vote back here too. It's just easier to count over on .**_

_**Peter Parker**_

_**The Mary Janes**_

_**Captain America**_

_**Matt Murdock **_

_**(For the record, all the options above are from Spider gwens native earth-65. So that's lizard peter Parker, the Mary Janes the band, Samantha Wilson captain America and kingpin Matthew Murdock.)**_


	4. The Afterparty pt1

After weeks of band practice, MJ's barrage of tantrums and countless sleepless nights the gig went off with an absolute blast. That night the Mary Janes were the hottest thing in the venue. And there was absolutely no supervillain interruption! Everyone's a winner.

The four band members were still riding high when they got off the subway, singing their own songs the whole journey without a care to the angry stares they were receiving. It was past midnight, the city illuminated with neon lights. They got to Glory and Betty's apartment about half twelve. MJ wasn't in a hurry to give up on the night and Gwen didn't want to go home yet either. She could've changed into her spider women outfit and swung back. But after an uneventful and successful day she wanted to enjoy it as Gwen Stacy for as long as she could.

They burst into the apartment cheering. "I absolutely love this city" MJ rejoiced bouncing around the room. "Did you hear the crowd? They love me!"

"They loved _us_" Glory said flopping down onto the sofa alongside Gwen. Betty locked the door and dropped her stuff releasing a long sigh of relief. They were all pretty exhausted after the set.

"Oh my god! I wish every night could be like that! Next we'll be selling out a stadium! "The Mary Janes at Wembley Arena"! We could go on tour! My face could be on shirts!"

"Aren't you getting a little ahead of yourself there?" Gwen asked tentatively.

"Yeah, calm down MJ" Glory agreed. "It was a great set. We blew the roof off that joint. And great job sticking around for the whole thing Stacy" she said elbowing their summer.

"Thank the criminals of New York who decided to pick tonight to take their vacation" she replied.

MJ was still pacing the room hopped up on adrenaline, star struck eyes dancing around picturing her name in flashing lights. "Yay, we all did great" Betty said in an impatient tone. "Can we have sex now?"

"Wait, what?" Gwen asked blinking in surprise. Before anybody could answer the shorter brown haired girl in glasses grabbed MJ and planted a firm kiss on her lips. The red haired young woman froze briefly in surprise before falling backwards onto a beanbag chair, grinning excitedly as Betty tore off her coat and followed her down. "Wow" Gwen gasped watching the two of them make out, their hands running over their bodies wildly. She turned to Glory who was chuckling softly. "What the hell is happening?"

"It's a little tradition we started a while back" she explained folding her feet up under her. "After every successful gig we celebrate together for the whole night. It started out as just drinks and partying but then escalated into and orgy. Now after each gig we just fuck each other until dawn."

Gwen's eyes widened and her jaw dropped. "How come I never found out about this?"

"You never stuck around after the gig" she told her. "I get it, being a superhero is a big deal. But look what you're missing out on." She pointed to the two sexy girls kissing on the beanbag, pulling each other's clothes off each other fondling the exposed flesh piece by piece. Gwen was mesmerized until Glory hooked a finger under her chin. "But now that you're here" she smiled, turning Gwens face back to capture her lips with her own, giving her a gentle affectionate kiss. "You can celebrate with us" she finished.

Gwen stared at the hot dark skinned young woman for a moment, her heart racing as they kissed again. She had no idea this was what her friends got up to behind her back. She wouldn't have even believed it unless she witnessed it herself. Now she was in the room making out with one of her closest friends, and it felt exhilarating. She didn't hesitate for long, grabbing Glory by the head pulling the kiss deeper, dueling the girls tongue as they explored each other's mouths. She just hoped no supervillains crashed the party and ruined it. And she hoped she could live up to the expectations of the other three.

Across the room Betty was pulling MJ's jeans down her legs to dive between her thighs, kissing her panties first before pulling them aside so she could devour the girls pussy. "Oh fuck yes!" The redhead cried tossing her head back. "Yes, right there! Lick me me right fucking there! Yes! Oh fuck!"

The sound of her screaming distracted Glory from introducing Gwen to their celebrations, pausing to glance over to her fondly. "Better warn you, MJ can get pretty vocal during these parties."

"What else is new?" Gwen sighed sitting up in her seat. Her eyes took in the attractively tall Glory Grant wondering how someone as petite as her could match up to someone so stunning. She bit her lip nervously when the woman's fingers creeped up her thigh, her predatory gaze examining Gwens body like fresh meat. "Are you sure this is okay? I wouldn't want to make things weird between us."

"It's fine" she smiled caressing Gwens chest gently. Her gaze never left her face as she guided her back onto the sofa, crawling over her before leaning down to kiss her lips. "Have you ever been fucked by a girl before?" She asked.

"No" Gwen gasped as she moved down to her neck, her soft lips sucking on her skin making her moan.

Glory was surprised. "Well you seem to be a natural. A quite a good kisser."

She shivered as Glory's knee nudged between her legs, touching a growing damp patch within her jeans. "I've… I've kissed another girl before" she admitted, glancing over to the dark haired girl munching on the screaming MJ. Glory followed her gaze and raised a curious eyebrow. "We were roommates once. It just sort of happened."

Glory grinned. "I can imagine" she whispered. She remembered the first time it had "just happened" when they became roommates. She leaned closer whispering in Gwen ear. "You want to know a secret? Elizabeth always had a thing for you."

"Me?" She asked nervously, quivering as Glory's hand started undoing her jeans as she talked.

"Well, not you. Spider woman. Before we found out you were one in the same. She told me once she always fantasied about being tied up in her webbing, hanging from the ceiling while she ate her pussy out." She gave Gwen a naughty look. "I wouldn't mind being tied up in you web myself come to think of it."

Gwen blushed a little. Somehow she found enough courage to think a little more naughty. "Well, I can do the costume if you want" she told her, calling the symbiote she wore to change out of her band clothes to her uniform.

Glory watched the change in both fascination and envy, a playful gleam in her ears. "That would be hot for Betty. But I'd much rather see you without it."

Gwen reluctantly retracted the suit, the white and black ooze slithering away sinking into her skin leaving her completely naked on the sofa. Glory hovered over her staring down her her hungrily, marveling at how delicate her curves were. She looked stunningly hot and sexy, licking her lips resisting the urge to just devour her. Lowering onto her side she ran her fingers over her soft pale flesh, feeling the young inexperienced girl tremble next to her. She teased her nipples a moment, watching Gwens mouth open and close as she breathed more heavily. "You look beautiful" she told her, leaning over to kiss her breasts. Gwen gasped in response, her nipples perking up as they were stimulated. When Glory found her moist little kitten she was quivering with anticipation. "Are you ready?" Glory asked her.

"Not really" she confessed staring down at her patient hand, parting her legs slightly so they could both gaze at her pussy.

"Don't be shy. And don't be afraid" she cooed stroking her navel. "I'm glad I get to be your first lesbian experience. I promise to make it memorable."

_I looking at an orgy with the whole band_ Gwen thought in a hurry. _There is no way I'm going to forget this._

MJ let out another pleasurable moan as she climaxed, her leaking juices swallowed up by the attentive Elizabeth brant as she drove her tongue deeper into her pussy. Her back arched on the beanbag and she whipped her hair out of her face to look over at the steamy couple on the sofa. Glory continued to tease Gwen, ghosting her fingers over her dripping snatch while coaxing her legs wider. "I'd glad Gwen finally decided to join us" she said giggling, thrusting her hips up to encourage Betty to continue eating her out keeping her eyes on the blonde girl. "Glory has incredible fingers."

"Comes with being a musician" she replied, pecking Gwen on the left boob. Gwen moaned as the dark skinned girl gently sucked her nipple, curling her fingers into the sofa just as the first finger slipped effortlessly inside her. "You are so wet" she mewled around the breast as Gwens chest thrust forward, her spine arching backwards off the seat.

"Mmm, you two look so hot together" MJ cooed between moans. "I can't wait to get into your pants and get a taste of our drummer. I've wondered what she might taste like. Betty always reminded me of raisins. Never understood why. And Glory…oh, Glory, you taste exactly like honey. I remember the first time we slept together, I thought I could eat you forever. I could drown myself in your cum and die peacefully between your legs with a mphft!"

"You talk to much" Betty sighed. While MJ was talking she had gotten field up of listening to her, excusing herself from her cunt and rising to her feet. The half naked redhead didn't even notice she'd left her alone to pull off her own pants. Betty was left in her underwear, minus the panties which she also removed, examining the young woman in her red bra and panties with her jeans bunched around her ankles. Betty adjusted her glasses and stepped over the beanbag, grabbing MJ by the head and thrusting her hips into her face smushing her into her nether regions. MJ's mouth kept moving, now working the girl over letting out a muffled cry of surprise. "If you really want MJ to shut up, make her eat pussy. Never fails" she told the staring girls across the room looking over her shoulder.

"I thought she'd never stop talking" Gwen muttered, her brow sweating as her body twitched and shuddered atop the sofa. Now that the loud voice of their lead singer had been silenced Gwens moans and gasps filled the room as Glory fingered her with two slick nimble fingers, going on three. Gwens body was buzzing with pleasure, more than anything she'd experienced masturbating or even from other boys. Her hands dripped the armrest as her hips buckled against her palm, grazing her clit against her thumb. "Oh fuck me!" She gasped on the edge of sanity.

"You like that?" Glory asked looking up from her right breast. She pleasured her tits as she finger banged her, driving the drummer up the wall. Considering her spider powers she could probable manage it. "How does it feel?" She asked her.

"Fuck" she moaned, breathing rapidly through her nose. Her body was heating up, her first orgasm of the night. It felt big, like she was going to explode. "I'm gonna…I'm gonna…"

"Yes, that's it. Cum for me Gwen Stacy. Don't hold back."

Gwen couldn't if she tried. She let out an ear piercing scream as she came all over the sofa, juices covering Glory's arm clenching around her fingers. The tall girl watered the younger girl go rigid, riding out the pleasure before collapsing onto the sofa in a sweaty satisfied heap. She looked so hot. They shared an intimate kiss as Gwen caught her breath, pulling her fingers out of her body to show how soaked they were. "Holy shit!" Gwen panted wiping her brow with the back of her arm staring up at Glory, watching her hand as her cum dripped from her fingers.

Glory brought them to her mouth to suck them clean, one finger at a time, making sure Gwen was watching the entire time. Once she was done she lean down and made out with her, introducing Gwen to her own taste. She tasted sweet and delicious. "How do you feel?" She asked resting on her elbow.

"Like my body just got struck by lightning" she replied heaving. She looked up at the giggling musician breaking into a excited grin. "Can we do that again?"

"Maybe" she teased pecking her lips. She looked up at the half naked couple across the room licking her lips. "But I think we should let the others have some fun with you first." Gwen glanced over at them and smiled, biting her bottom lip as Glory guided her over to their band mates.

Betty was still standing over MJ pushing her face in-between her thighs when Glory led Gwen over to join them. The dark haired girl looked over her shoulder to welcome them with a nod before returning her focus to the redhead. Gwen knelt down behind them staring at their bodies with a fascinated affection, her eyes scanning their naked bodies hungrily. "Like what you see?" Glory smiled massaging her shoulders.

"Yes" she replied nervously. She reached out and touched MJ's knee, watching as the young woman twitched to her touch. Betty moaned indicating MJ was trying to say something through her body, her voice muffled. "What should I do?" Gwen asked.

Glory examined the situation carefully, lowering down beside the nervous blonde. "I think our sexy young singer deserves some attention down here" she suggested brushing a hand over MJ's crotch. Her legs trembled opening up for her excitedly, welcoming the girls to her dripping wet flower. Gwen inhaled seeing her so exposed, her own mouth watering with anticipation. "You've never licked someone's pussy before?" Glory checked. Gwen shook her head. "Kiss me."

"What?"

"Kiss me" she repeated. She waited patiently for Gwen to follow her instruction, leaning over to kiss her on the lips. They made out passionately, the kiss becoming deeper and more heated as Gwens tongue slipped into her mouth to explore further. After a hot minute Glory pulled away smiling proudly. "You are a good kisser" she whispered. "Now I want you to kiss MJ exactly like you kissed me, right here" she said pointing to her stunning pussy.

Gwen looked at MJ and then back at Glory, taking a deep breath before crawling into position between the girls long folded legs. Her jeans were still trapped around her ankles restricting her movement, but Gwen was able to pry her thighs further apart so she could lean forward. Glory suggested starting slow, working up the inside of her thigh first. She did as instructed, planting soft kisses along MJ's thighs circling her sex at first leading closer and closer. By the time Gwen had worked up the nerve to engage her clit MJ was like a waterfall. She kissed her pussy, getting her first taste of the girl. She tasted like strawberries. She kissed again, then longer, then deeper. Before she knew it Gwen was running her tongue along her folds and sucking on her juices, devouring her scent with every breath.

Glory watched over her like a proud mother teaching her daughter to walk, smiling broadly as the girl grew in confidence exploring MJ's sex thoroughly. She occasionally rubbed her back and shoulder in encouragement, whispering little nuggets of advice to how MJ likes to be eaten out in her ear, eventually stealing a kiss from her student to share the rewards. "I think she's enjoying what you're doing to her" she said, feeling the way MJ is quivering beneath their touch. Gwen seemed pleased, encouraged to continue delivering such incredible pleasure. "Be sure to curl your fingers" Glory added before leaving her to it, gesturing with her hand. "Just in case you decide to really drive her mad."

Gwen nodded excitedly, already teasing her entrance with her fingertips while shoving her tongue into her pussy. MJ moaned wildly into Betty's snatch as she quaked from pleasure, sending vibrations up Betty's body carrying that pleasure forward. "Fuck, that's it. Right there! Yes" Betty cooed rocking her hips against her face, riding a micro orgasm while spying Glory circling around her out the corner of her eye. "She's a fast learner" she said glancing down at the newcomer.

"Are you jealous I got to her before you did?" Glory teased as she removed her clothing.

"I got her first kiss" she shrugged.

"I got to fuck her first. And MJ got fucked by her first. I guess we all win."

Betty looked across as Glory stepped out of her underwear, her toned smooth skin displaying her perfectly round busty breasts and thick arse and long legs. Betty didn't waste time reaching over to grab the girls pussy sliding two fingers into her slick entrance. "Now if you're done coddling the girl will you get over here so I can finger you myself?"

"I thought you'd never ask" she moaned wrapping her arm around her to embrace the impatient musician. She moaned into the kiss as Betty got to work pumping into her pussy. MJ got a glimpse of the naked young woman as she glanced up from Betty's hips, drilling at the sight of her busty chest pressing against Betty's bra. Glory's juices leaked past her hand dripping over her forehead, feeling like warm silk making her even more horny. The dark skinned girl moaned as she let out her first orgasm, drenching Betty's palm and covering MJ's face. "You've improved" she complimented the dark haired girl.

"That was too soon" Betty complained.

"That was so hot" MJ replied from between her legs.

They both looked down to find Betty's grip had slackened allowing her to rest her head on the beanbag and catch Glory's leaking juices in her mouth. "Yeah, it was" Betty replied, reaching up to grab Glory's large breasts smearing her cum over them. "Now I'm gonna milk these jugs until you cum again."

"You know they can't produce anything yet right" Glory mumbled as she latched her mouth onto her sensitive nubs, proceeding to suck on them one at a time. Holding her close to her chest she threw her head back and sighed in pleasure.

Gwen was busy experimenting with MJ's bottom half, making the singer squirm as she alternating between kissing her clit and thrusting her tongue into her vagina. She continuously teased her folds with her fingers until they were nice and moist, nervously sliding her middle finger inside the hot girl. MJ cooed as she was penetrated, her moans filling Gwens ears telling her how much she loved it. She leant back down to suck on her clit alongside it, curling her fingers like she was advised. "Oh fuck, that's it! Keep doing that! More of that!" The redhead cried, reaching down to grab Gwen by her blonde hair and press her against her sex."oh, fuck I love it! I love what you're doing to me!"

"That's it, breaks over" Betty said silencing her once more by shoving her hips in her face.

Gwen looked up to see MJ get smothered by the bassist, her moans turning to slurping sounds as she lapped at her pussy. She added a second finger, her hips jerking in response. For her first time eating a girl out she must've been doing a terrific job. Seeing her squirm like this made Gwen wish there was someone to tend to her dripping entrance. Fortunately her suit was there to answer her needy call, forming a tendril from the base of her spine like a tail to impale her vagina. She moaned into MJ as she fucked herself, who in turn moaned into Betty, who then moaned into Glory's breasts, who then moaned out loud.

"I forgot how amazing your mouth is" Glory said stroking Betty's hair. She brought up her fingers after coating them with her juices, offering them to the girl as a reward. Betty eagerly wrapped her lips around them sucking them clean, replacing the cum with saliva as Glory pushed them into her warm mouth. "You know what else I find amazing about you?" She asked teasingly, pulling them away to reach down behind her.

"I have a strong suspicion" Betty replied feeling her other hand grab her backside prying her cheeks apart. Glory grinned spearing her wet lubricated finger into her tight little anus. Betty cried out as her ass was penetrated, thrusting forward harder against MJ. She fell against her chest nursing her boobs while Glory anally fingered her, moaning around the nipple in arousal and pleasure. MJ decided she couldn't wait for her turn, reaching up with her free hand to rub Glory's legs and pussy.

The four of them where locked in a cycle of pleasure, their moans and gasps and screams filling the apartment until one by one they climaxed. MJ was the first to break, the stimulation from Gwen and Betty too much for her to contain any longer. She screamed into Betty's pussy squirting all over Gwens face, who drank up as much as she could. Betty was next, just a few seconds behind, drenching MJ's neck and shoulders as she fell away panting. Her anal passage clenched around Glory's two fingers that continued to thrust into her, her teeth biting down onto her dark nipple in her mouth. Glory screamed creaming herself in response, pulling Betty in closer on reflex. Gwen orgasmed somewhere around the same time as Glory, cumming around the tentacle in her pussy before it retracted back into her suit. The band was left in a sweating state of arousal, their heaving chests rising and falling as they stood or sat panting for breath.

"Fuck, that was intense" MJ breathed as Betty climbed off of her, wiping her face staring at the ceiling. Gwen crawled up to check on her, her mouth and face covered in fluids. MJ caught her eye and immediately was filled with lust. "You were fucking incredible" she said grabbing Gwen's head pulling her into a passionate kiss. Gwen was forced to make out with the redhead as they rolled onto the floor, the girl looking to thank her drummer for making her cum so hard.

"Okay, that's enough" Betty and Glory both said prying the girls apart, pulling them onto their feet so they could share the love. "I think it's time we took this somewhere more appropriate" Glory suggested.

"I get Stacy" Betty said, claiming her for herself leading them both to the bedroom. MJ untangled herself out of her jeans leaving her in her socks and bra, giggling as she took Glory's hand and followed her in the same direction.


	5. The Afterparty pt2

The bedroom was soon filled with giggling young women as the four band mates bundled through the door. Betty yanked Gwen around the corner to slam her into the wall, pressing her body against her pinning her arms above her head giving her an aggressive kiss. The blonde drummer let the smaller bassist take control while she saved her strength, still breathless from eating MJ out so hard.

Glory and MJ headed straight for the bed, fooling around with each other while watching the sexy couple out the corner of their eye. Eager to enjoy her girlfriend Glory relieved MJ of her bra before shoving her onto the mattress. "I could stare at you for hours" she whispered marveling at the young woman.

"I'd rather spend that time fucking your brains out" MJ retorted leaning up on her elbows, beckoning her over with two very hungry eyes. The dark skinned beauty leapt on top of her and began making out with her passionately, fondling her naked body with her hands grabbing whatever she could reach. MJ did likewise, rocking her hips against her rubbing their pussies together. She was still sensitive from what Gwen had done to her resulting in her climaxing prematurely, her breathing labored. "You know what, I have a better idea" she said pushing Glory away. Glory curiously followed her lead as they crawled up to the head of the bed, sitting up with their backs against the headboard. With little coaxing Glory was lead to sit between MJ's legs with her back pressed against her breast, her arms wrapped around her comfortingly.

"This is perfect" Glory said after getting comfortable snuggling up to the redhead. She looked down as MJ dipped her hand lower till her fingers were brushing between her thighs, coaxing her legs open so she could gain access to her sex. "What are you going to do with me?"

"Enjoy the show" she replied, kissing her neck while looking out across the bedroom where they could both watch their friends make love.

Pinned up against the wall Gwen was at the mercy of Elizabeth Brant. Her wrists were trapped above her head while her body was under attack from her naughty mouth, starting at her neck and running along both breasts. She sucked on her nipples feverishly making Gwen moan loudly. When she looked over her shoulder they found MJ and Glory watching them intently while pleasuring themselves, treating them like a live sex show. "I think this might actually be a turn on for me" Betty whispered.

"What?" Gwen asked biting her bottom lip.

"Having an audience. I always fantasied about doing it somewhere public."

Gwen shot her a coy smile. "Glory told me about another one of your fantasies" she said.

Betty looked at her nervously, her gaze narrowing. "Did she?" She asked. Gwen replied by summoning her costume around her. Betty now had ghost spider pinned to the wall. "That back stabbing…" she hissed before breaking into a broad grin. "I love her."

Gwen smiled under her mask, pulling it up to her nose so she could make out with Betty as she pulled them towards the bed. They removed the last of her underwear so she was completely naked, keeping Gwen in her full costume as she got to live her biggest fantasy.

"You're idea?" MJ whispered in Glory's ear.

"Maybe" she replied, closing her eyes enjoying the way she was being fingered in her seat. MJ pumped two fingers into her snatch while rubbing the clit with her thumb, making her break out in goosebumps.

Gwen had to admit having kissing Betty in her costume was pretty sexy. It was like she was experiencing the girl as two separate people. First as Gwen, then as Ghost spider. The best of both. Betty asked her to keep the mask on but insisted on having her suck her tits. Gwen was happy to oblige, kneading them with her hands. They felt so soft she wanted to play with them all night. Betty lay back on the bed savoring the sight of Spider woman pleasuring her, the little fan girl inside her jumping for joy. The next thing she knew Gwen was dipping lower soon to be kissing her moist sex. Her heart leapt as she felt her lips make contact.

"No, wait. Not there" she said changing her mind. Gwen backed off worried she'd done something wrong, but Betty quickly kissed her on the lips. "I want you" she explained, grabbing her suit at her crotch and ripping it open revealing her dripping sex. "I want you on me" she mumbled positioning herself between Gwens legs, hooking her foot over her shoulder grinding her pussy against hers.

Gwen caught on quickly, biting her lip nervously as she rubbed against her, scissoring the girl awkwardly. They soon found their rhythm, grinding against one another staring into the others eyes. Their chests rose and fell with each breath, occasionally leaning forward to kiss until the heat started building. "Oh fuck me" Gwen gasped falling onto her back, pressing her sticky finger against the sheets pushing her hips against Betty. Betty grabbed her leg and rode her like a cowgirl moaning frantically on the edge just as much. Their pussies slapped together noisily until the both cried out in orgasm, falling together in a heap heaving breathlessly while casually making out.

"Oh yes. Oh god I'm cumming" Glory whispered reaching the end of her tether as MJ thrust three fingers into her like a piston until she squirted all over her hand. She fell against her warm body grinning broadly, panting softly sucking her juices of MJ's hand as she cradled her.

"Best show ever" MJ beamed stroking Glory's hair watching the hot couple on the bed in front of them.

Cum leaked all over the bed from four distinct sources, staining the sheets while the girls all playfully mingled with one another basking in the afterglow. Betty worshiped Gwens face, pulling her mask up to pepper her with kisses. This was a dream come true, being able to make love with her fantasy idol in costume. "What else can your suit do?" She asked playfully.

Gwen opened her eyes and bit her bottom lip. _What could her suit do?_ She'd been dying to experiment with the symbiote capabilities for ages, beyond tentacle fucking herself. She glanced over at the others who were looking at her curiously. "There is something I wanted to try" she said nervously.

MJ was intrigued, crawling over Glory to join her, prying Betty off the sexy blonde hero to give her an inquisitive stare. "Really? Maybe you can try it on me."

"Hey, I was here first!" Betty told her pushing her away.

"Play nice ladies" Glory interrupted, ever the diplomat. She hooked an arm around them both and kissed them aggressively, silencing their argument. "I'm sure Gwen would be kind enough to experiment with all of us. Right hun?"

Three pairs of eyes all turned to her. Heat rushed to Gwens face as she was put on the spot, butterflies in her stomach. "I don't know" she replied hesitantly. "I…I haven't really done this before, so…" without saying a word they all reached over and took her hand, leaning in to kiss her on the lips one by one. A sign that they trusted her. The show of confidence was enough. "Okay. Um…everyone turn around. Please?"

With a shared giggle all three of them did as they were instructed, shuffling around until their backs were to Gwen kneeling side by side shoulder to shoulder. Glory sat in the middle. On her right sat Betty. On her left MJ. With no way of knowing what Gwen had planned they were left waiting in anticipation. First they felt her hands on them, rubbing their backs and shoulders gently pressing against them asking them to drop to their elbows. "Is this going to be kinky? Do we need blindfolds?" MJ asked.

"Blindfolds are hot" Betty giggled. "And handcuffs."

"Take your time Gwen" Glory told her looking over her shoulder. "No pressure, okay?"

"Okay" she replied, still nervous but feeling a little more confident. Kneeling behind them Gwen had a perfect view of each of their bare asses and exposed pussies, each dripping with fluids. She licked her lips wanting to taste each of them one by one. But she resisted, instead pulling down her mask so she was in full costume. Somehow being ghost spider at this moment was sexier than being pain Gwen Stacy. And it gave her the confidence boost to command her suit the way she intended.

Sitting in the center Glory was the first to get Gwens full attention. Her first trail run so to speak. She shivered when she felt Gwens gloved hands touch her skin and rubbed her hips affectionately. She sighed in content, enjoying how good they felt, liked how her fingers stuck to her skin in her sensitive places. "Oh Gwen…" she sighed relaxing to her touch, until she felt something new rub against her backside. "Oh Gwen?" She gasped as something thick and slimy rubbed between her cheeks. Glory was a smart women. She realized what Gwen had made from her suit. She nearly orgasmed. "Oh Gwen" She moaned feeling the thick cock dip lower teasing her anus, then dropping further to press against her pussy lips. Her fingers curled into the sheets as Gwens hands moved into position at her waist. "Oh Gwen!" She cried as the phallus slid into her well lubricated vagina.

Gwens simbiote cock sank effortlessly into Glory's body, swallowing her down to the base as her hips thrust forward. Her and the suit shared a link meaning Gwen could feel her inner muscles wrap around her like it was the real thing. She moaned behind her mask as pleasure filled her senses, a micro orgasm escaping her crotch to be soaked up in the suit. _Could my suit feed off my cum?_ She pondered. A question for later. She reluctantly pulled back out of Glory slowly, dragging her cock back until the tip remained inside her. Then, taking a firm grip of her hips, she thrust back in. The second time was even more incredible. _Is this what being a guy feels like? No wonder they always want to fuck us._

Glory was the first to experience Gwens newfound love for dogging. Though she was not unfamiliar with using strap-one and dildos in the bedroom this fake cock was something entirely new to her. It felt so real, acting like the real thing. Every inch of her erupted into pleasure as she moaned in wonder. "Oh yes, right there. Go deeper! Yes!" She cried as Gwen fell into a steady pace, pounding into her from behind. Either side of her MJ and Betty looked back and saw what Gwen was fucking her with, there mouths watering and eyes wide. But it was clear they were impatient about getting their turn.

Either by spider-sense or instinct Gwen theorized she'd have a mutiny if she waited any longer. So to quell their fears she let go of Glory's hips, still rocking her own into her, and reached over to tease both their pussies. That seemed to satisfy the pair of them for the moment as they leaked all over her fingers. But a fresh new idea popped into her head and her suit followed her lead as tendrils grew out of her wrists to slither into their waiting entrances.

"Holy shit!" Both MJ and Betty screamed as they were penetrated, their head whipping back to cry out in ecstasy with smiles on their faces. Now Gwen was fucking all three women at once with symbiotic cocks made from her suit, two from her hands and one from her hips. Watching the way they rocked back and forth begging for more made Gwen practically gush with need. She was getting so turned on from watching them get fucked from behind she wished she could join them. So she did, summoning another tentacle from the base of her spine to fuck her in the ass. "Oh fuck me" she whispered under her breath as it thrust into her anus just the way she licked it, shoving her hips forward driving further into Glory.

The three pronged doggy fuck went on until each of the three girls climaxed, each gushing around the fake cocks dripping onto the sheets. Then at MJ's insistence she begged for Gwen to continue. She the hero continued to fuck them through two more sets of orgasms, each arriving one after the other in a chorus of moans and screams leaving them panting and sweating and eager for more. Gwen thrust her hips into it, pushing her palms against them as her tentacles thrust and twisted into their holes. She felt them clench around her with each climax, felt their passion as it intensified her own. She was getting drunk on their pleasure, drunk on her own. She felt her own finale building, her energy reserves dwindling. How long had she been fucking them? Ten minutes? Ten hours?

"I'm going to cum!" She moaned, the tendril in her ass feeling very thick and heavy pushing into her faster.

"Me too" Betty grunted, her glasses askew on her face.

"Me three" MJ shuddered clutching the bedsheets.

"Cum…cum with…us…Gwen" Glory gasped burning her head in her elbow. Her pussy was alight and she could feel her stomach bulge from where the thick cock pushed against her cervix. She couldn't hold on any longer. This would end her, the thin line between pleasure and pain getting thinner. "On…three" she whined.

Gwen nodded frantically, along with the others. "Okay. One…"

"Two..."

THREE!" they all shouted as they all let go at the same time.

The bedroom exploded with the sounds of ecstasy as all four of them released their juices into one another. MJ, Betty and Glory all clenched around the slick cocks buried inside them as they gushed juices over everything like waterfalls. Even Gwen squeezed the tentacle stuck up her own ass. But her suit had one more surprise for them all, absorbing all of Gwens cum from her orgasm and ejaculating it into the four holes the cocks occupied. The whole band got to experience the sensation of feeling Gwens white hot cum fill their bodies, flooding their pussies and Gwens anal cavity. Gwen was rendered speechless as she got a good dose of her own cum, her back arching as she supplied the rest of her tank to fill up the rest of her friends. They all moaned taking the payloads gratefully.

When the orgasms subsided everyone was left weak and exhausted, collapsing into a heap on the bed side by side. Glory fell onto her front after slipping off the thick cock, the combined juices falling out of her gaping entrance. MJ rolled to her side facing the dark skinned girl, her eyelids heavy. Betty mirrored her falling onto her back staring up at the ceiling, her glasses falling off her face. A deflated Gwen hovered momentarily as her suit retracted back into her skin, leaving the naked girl to fall down atop her friends collapsing between Betty and Glory resting against Betty's shoulder. They were all covered in sweat and cum, all shivering with pleasure. All of them were exhausted.

"We should've invited you over ages ago" MJ muttered resting her head on her arm.

"Yeah" Gwen replied sleepily, nuzzling against Betty using her breast as a cushion.

"Best gig ever" Betty mumbled resting her chin on Gwens head, wrapping her arm around her. Glory was already unconscious, leaving the rest of them to doze off in a haze of satisfaction.

* * *

**_This one got longer than I...wait, I've already explained that haven't I?_**

**_Anyway, that was fun. Who else from Earth-65 should Gwen sleep with. The next poll is in, and our contenders are:_**

**_-Peter Parker_**  
**_-Frank Castle_**  
**_-Man-Wolf_**  
**_-Detective DeWulf & Watanabe_**

**_When we've run out of earth-65 citizens, then we can move onto more 616 versions. So stay tuned and I hope you enjoy. Stay safe._**


End file.
